PRESGO GATEWAYS SDN BHD AIM-FORCE SOFTWARE SDN BHD

PRESGO GATEWAYS SDN BHD AIM-FORCE SOFTWARE SDN BHD

The confidentiality clauses in the Software Agreements comprehensively and expressly regulate confidentiality leaving no room for the Plaintiff's proposed implied term; the proposed share sale is an act of the Defendant's shareholder over which the Defendant has no control; shareholders (including a transferee) do not automatically gain access to management confidential information and directors' power under s106(1)(b) is discretionary and cannot be commandeered by the court to protect a third party absent exceptional evidence of likely breach; accordingly the Plaintiff failed to establish entitlement to the declaratory or injunctive reliefs sought.

Citation
WA-24NCC-577-10/2023 (Mahkamah Tinggi)
Parties
Plaintiff: Presgo Gateways Sdn Bhd; Defendant: Aim-Force Software Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
24 January 2024
Case Number
WA-24NCC-577-10/2023 (Mahkamah Tinggi)
Procedural Posture
Originating Summons / Judgment
Outcome
Amended Originating Summons dismissed
Legal Topics
Implied Terms, Breach of Confidentiality, Share Transfer, Directors' Duties, Declaratory Relief, Injunctive Relief, Internal Management of Companies
Source Language
Malay/English
Company Law Contract Law Commercial Law Equity and Trusts Implied Terms Breach of Confidentiality Share Transfer Directors' Duties +3 more

Case Brief

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Parties

Presgo Gateways Sdn Bhd

Plaintiff

Aim-Force Software Sdn Bhd

Defendant

Procedural Posture

Originating Summons / Judgment

Legal Issues

  1. 1 Whether an implied term existed in the Software Agreements prohibiting acts prejudicial to the Plaintiff by reason of access to confidential information
  2. 2 Whether the proposed sale of 70% of the Defendant's shares to ITMAX would breach any such implied term or the confidentiality clauses
  3. 3 Whether the court can grant declaratory or injunctive relief compelling the Defendant or its directors to refuse registration of a share transfer between third parties

Ratio Decidendi

The confidentiality clauses in the Software Agreements comprehensively and expressly regulate confidentiality leaving no room for the Plaintiff's proposed implied term; the proposed share sale is an act of the Defendant's shareholder over which the Defendant has no control; shareholders (including a transferee) do not automatically gain access to management confidential information and directors' power under s106(1)(b) is discretionary and cannot be commandeered by the court to protect a third party absent exceptional evidence of likely breach; accordingly the Plaintiff failed to establish entitlement to the declaratory or injunctive reliefs sought.

Court Disposition

Amended Originating Summons dismissed

Orders

  • Amended Originating Summons dismissed
  • Plaintiff to pay costs to Defendant in the sum of RM15,000